Legal Question in Business Law in Michigan

we live in Michigan. we owned an LLC company and decided to close it down 2 months ago. we made no money the entire time. we ran it on a negative cash flow. we probably didn't do things right because we didn't "legally" close the business. we sold off the little we had to run the business and pay off creditors and shut the phone off. we had run some ads in a local mass mailing flyer. we paid them for 3 ads run but have emails asking them to not run anymore. we were not told about dates we could cancel but going by when the ads came out it looked like we had about 3 weeks before the mailing went out. we got an email from the guy saying he would let us out of the yearly contract because he said he would but before we started but it was too late to cancel. he ran it anyway. we were disgusted but paid it and then my husband wrote and asked him not to print anymore as we had a negative cash flow and my husband was going to have to find another job to make ends meet. he ran the ad anyway. yesterday we got a summons to small claims court. we've not been to court before and don't know if these emails will hold up. if we contact whoever we are suppose to and "legally" dissolve the business, is it too late to do that when the court date is next month? this is only for $795.00 but when you are broke and barely making your house payment each month this is a fortune. also, can we counter sue him for the first month he ran the ad after we asked him not to and we paid it anyway? we are so naive to this business world and probably shouldn't have paid him the first time he did this. He said we couldn't cancel but we asked. are the emails enough? my husband explained to him we had no money and to not run it again unless he talked to him first. he says he tired to call.


Asked on 10/12/10, 4:09 am

1 Answer from Attorneys
Glenn Matecun Matecun, Thomas & Olson, PLC

The question is whether you contracted with the guy individually or in the name of the LLC. If you contracted with him in the name of the LLC, and he is suing the LLC, you can just let it go (you don't owe it personally). If the contract was in your name individually, it doesn't matter whether you dissolve the LLC or not, you are still potentially responsible. The short answer if the case is against you, individually, is that you will need to go defend the small claims case. As long as the emails were back-and-forth, they can be considered an agreement (assuming the guy agreed). You can't countersue him for the first month because you paid it voluntarily. Good luck.

Glenn R. Matecun

www.MichiganEstatePlans.com

Michigan Elder Law Attorney | Michigan Probate Lawyer

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DISCLAIMER: This response is not legal advice and does not create an attorney/client relationship or any right of confidentiality between you and the responding attorney. This response is intended only to provide general information. Attorneys cannot evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue.

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Answered on 10/30/10, 10:53 am


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